Common use of Grant of Proxy; Appointment of Proxy Clause in Contracts

Grant of Proxy; Appointment of Proxy. (a) The Stockholder hereby irrevocably grants to, and appoints, the Company as proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Shares that are entitled to vote (whether pursuant to the articles of incorporation or bylaws of the Company or applicable law), or grant a consent or approval in respect of such Shares, as set forth in Section 2 hereof. The Stockholder hereby ratifies and approves each and every action taken, decision made or instruction given by such proxy and attorney-in-fact pursuant to the provisions of Section 2 hereof and this Section 3. (b) The Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such irrevocable proxy. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3 is given to secure the performance of the duties of the Stockholder under this Voting Agreement. The Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked.

Grant of Proxy; Appointment of Proxy. Shareholder: (ai) The Stockholder hereby irrevocably grants to, and appoints, the Company as Parent and any nominee thereof, its proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the StockholderShareholder, to vote the all Voting Shares that are entitled to vote (whether pursuant to the articles of incorporation or bylaws of the Company or applicable law)Owned by Shareholder, or grant a consent or approval in respect of such Sharesshares, in connection with any meeting of the shareholders of the Company as set forth specified in Section 2 hereof. The Stockholder hereby ratifies clauses (i) and approves each and every action taken, decision made or instruction given by such proxy and attorney-in-fact pursuant to the provisions (ii) of Section 2 hereof and this Section 3.3.1; (bii) The Stockholder understands represents that any proxies heretofore given in respect of the Voting Shares Owned by Shareholder, if any, are not irrevocable, and acknowledges that the Company such proxies are hereby revoked; (iii) hereby affirms that this proxy is entering into the Merger Agreement coupled with an interest and is intended to be irrevocable in reliance upon such irrevocable proxy. The Stockholder accordance with applicable law; and (iv) hereby affirms that the irrevocable proxy set forth in this Section 3 3.2 is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of the Stockholder Shareholder under this Voting Agreement. The Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked.

Grant of Proxy; Appointment of Proxy. (a) The Stockholder hereby irrevocably grants to, and appoints, the Company Parent as proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Stockholder, to vote the Shares that are entitled to vote (whether pursuant to the articles of incorporation or bylaws of the Company or applicable law), or grant a consent or approval in respect of such Shares, as set forth in Section 2 hereof. The Stockholder hereby ratifies and approves each and every action taken, decision made or instruction given by such proxy and attorney-in-fact pursuant to the provisions of Section 2 hereof and this Section 3. (b) The Stockholder understands and acknowledges that the Company Parent is entering into the Merger Agreement in reliance upon such irrevocable proxy. The Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3 is given to secure the performance of the duties of the Stockholder under this Voting Agreement. The Stockholder hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked.

Grant of Proxy; Appointment of Proxy. (a) The Stockholder Each of the Stockholders hereby irrevocably grants to, and appoints, the Company as Board of Directors of Parent, such Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the such Stockholder, to vote the Shares that are entitled to vote (whether pursuant to the articles of incorporation or bylaws of the Company or applicable law)such Stockholder's Shares, or grant a consent or approval in respect of such Shares, Shares as set forth in Section 2 3 hereof. The Stockholder hereby ratifies None of the Stockholders shall have any claim against such proxy and approves each and every attorney-in-fact, for any action taken, decision made or instruction given by such proxy and attorney-in-fact pursuant to the provisions of Section 2 hereof and in accordance with this Section 3Voting Agreement. (b) The Stockholder Each of the Stockholders understands and acknowledges that the Company Parent is entering into the Merger Agreement in reliance upon such irrevocable proxy. The Stockholder Each of the Stockholders hereby affirms that the irrevocable proxy set forth in this Section 3 4 is given to secure the performance of the duties of the Stockholder under this Voting Agreement. The Stockholder Each of the Stockholders hereby affirms that the irrevocable proxy is coupled with an interest and may under no circumstances be revoked. Each of the Stockholders hereby ratifies and confirms that such irrevocable proxy may lawfully do or cause to be done by virtue hereof.